<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the Three Months Ended March 31, 1997
Commission File Number 33-28493-A
CONDEV LAND FUND III, LTD.
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(Exact name of registrant as specified in its charter)
FLORIDA 59-2943405
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(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
2487 Aloma Avenue
Winter Park, Florida 32792
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(Address of principal executive offices)
Registrant's telephone number, including area code: (407) 679-1748
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such report), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO .
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CONDEV LAND FUND III, LTD.
INDEX
PAGE
NUMBER
PART I. FINANCIAL INFORMATION:
ITEM 1. Financial Statements
Statement of Assets,
Liabilities and Partner's
Capital - March 31, 1997 and
December 31, 1996 3
Statement of Income & Expense
Three Months Ended March 31, 1997
and March 31, 1996 4
Statement of Cash Receipts and
Disbursements-Three months ended
March 31, 1997 5
Notes to Financial Statements 6 - 8
ITEM 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 8
PART II. OTHER INFORMATION:
ITEM 6. Exhibits and Reports on Form 8-K 8
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
---------------------
The accompanying financial statements, in the opinion of Condev Associates, the
general partner of Condev Land Fund III, Ltd., reflect all adjustments (which
include only normal recurring adjustments) necessary to a fair statement of the
financial position, the results of operations and the changes in cash position
for the periods presented.
CONDEV LAND FUND III, LTD.
STATEMENT OF ASSETS, LIABILITIES AND PARTNER'S CAPITAL
MARCH 31, 1997 AND DECEMBER 31, 1996
ASSETS
------
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
-------------- -----------------
<S> <C> <C>
Cash and Cash Equivalents $ 93,949 $ 101,678
Investment in Joint Venture (2) 1,380,001 1,366,879
Land, at cost (3) 405,467 405,467
Organization Costs 2,311 2,311
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Total Assets: $1,881,728 $1,876,335
========== ==========
LIABILITIES AND PARTNER'S CAPITAL
---------------------------------
Liabilities $ 0 $ 0
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Partner's Capital:
General Partner $ (265) $ ( 319)
Limited Partners 1,881,993 1,876,654
---------- ----------
Total Partner's Capital: $1,881,728 $1,876,335
---------- ----------
Total Liabilities and Partner's
Capital: $1,881,728 $1,876,335
========== ==========
</TABLE>
3
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CONDEV LAND FUND III, LTD.
STATEMENT OF INCOME AND EXPENSE
THREE MONTHS ENDED MARCH 31, 1997 AND MARCH 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, 1997 March 31, 1996
-------------- ---------------
<S> <C> <C>
INCOME
------
Interest and Other Income $ 986 $ 882
Equity in Income of Joint Venture 13,122 0
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Total Income $14,108 $ 882
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OPERATING EXPENSES
------------------
Professional fees 7,000 7,000
Equity in loss of Joint Venture 0 990
Other expense 39 0
Office expense 1,676 2,152
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Total Operating Expenses: $ 8,715 $ 10,142
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Net Profit/(Loss) $ 5,393 $ (9,260)
======= =========
</TABLE>
4
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CONDEV LAND FUND III, LTD.
STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1997
<TABLE>
<S> <C>
Cash Flows from Operating Activities:
Net Income $ 5,393
Adjustments to Reconcile Net Income
To Net Cash Provided by Operating Activities:
Equity in income of joint venture (13,122)
Cash Provided by Changes in:
Accounts receivable 0
--------
Net Cash Provided in Operating Activities: $ (7,729)
Cash Flows from Investing Activities:
Distributions from Joint Venture, net $0
Investments In Joint Ventures $0
--------
Net Cash Used in Investing Activities: $0
--------
Cash Flows from Financing Activities:
Distributions to Partners (0)
--------
Net Cash Provided by Financing Activities: $ (0)
--------
Net decrease in Cash $ (7,729)
--------
Cash and Cash Equivalents at Beginning of Year $101,678
Cash and Cash Equivalents at End of Period $ 93,949
========
</TABLE>
5
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Note 1 BUSINESS:
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Condev Land Fund III, Ltd. (the "Partnership") was formed on
February 15, 1989 pursuant to the provisions of the Florida
Revised Uniform Limited Partnership Act for the purpose of
acquiring and holding for investment unimproved land in Central
Florida.
The Offering Period for the Partnership originally scheduled to
expire on July 2, 1990 was extended to June 30, 1991. As of
June 30, 1991, the Partnership had received $2,446,000 in
partnership capital.
The Partnership has made two investments. Refer to Note 2
INVESTMENT IN JOINT VENTURE and Note 3 INVESTMENT IN LAND for
details.
As provided under the terms of the Partnership Agreement, the
Partnership was to be in existence until December 31, 1996. In
accordance with Florida Limited Partnership Law and the
Partnership Agreement, after December 31, 1996 the Partnership
has been in liquidation with no change in the status of the
limited partners of general partner.
Note 2 INVESTMENT IN JOINT VENTURE:
- ------ ---------------------------
The Partnership owns a 90% interest in Condev Osceola Joint
Venture. The joint venture partner, Condev Osceola, Ltd., is a
private partnership sponsored by the general partner. On May 31,
1991, Condev Osceola Joint Venture purchased two parcels of land
aggregating 8.6 acres and related sewer capacity within the
Kyng's Heath commercial subdivision on S.R. 535 near its
intersection with Highway 192 in Osceola County, Florida. The
property is zoned tourist-commercial in Osceola County, Florida.
The purchase price of this property was $1,740,000 or $4.64 per
square foot, and the purchase price for the sewer capacity was
$22,400. The Partnership received an appraisal on this property
of $2,260,000 or $6.02 per square foot.
On February 28, 1996, Condev Osceola Joint Venture entered into a
Contract for Sale of Real Estate with a timeshare developer and
operator for 5.08 acres of this site and the related sewer
capacity. On August 28, 1996, the Joint Venture concluded the
sale. The buyer was Orlando Resort Development Group, which
intends to build 92 time-share units and related amenities on the
site.
The purchase price was $1,250,000, or approximately $250,000 per
acre. In addition, the buyer reimbursed the Joint Venture
$22,400 for sewer capacity reserved for the site. The buyer made
a cash payment at closing of $350,000, and issued its promissory
note in the amount of $900,000 to the Joint Venture. The
mortgage note was repaid, together with accrued interest, on
April 2, 1997. The financial impact of this repayment and the
subsequent distribution to limited partners is not reflected in
the financial statements included herein because the repayment
and distribution occurred after March 31, 1997.
6
<PAGE>
The Joint Venture continues to own 2.94 acres of land in this
location.
A summary of the assets, liabilities and venturers' capital of Condev
Osceola Joint Venture as of March 31, 1997 are as follows:
<TABLE>
ASSETS
----------
<S> <C>
Cash $ 44,608
Note Receivable 900,000
Investments in land 589,715
----------
$1,534,323
==========
LIABILITIES AND VENTURERS' CAPITAL
----------------------------------
Accounts Payable 988
Venturers Capital 1,518,755
Current Profit/(Loss) 14,580
----------
$1,534,323
==========
</TABLE>
Note 3 INVESTMENT IN LAND:
- ------ -------------------
In 1993, the Partnership purchased a 10-acre parcel of
commercially zoned land fronting on the east side of U.S. Highway
27 in Lake County, Florida, approximately 1.5 miles north of the
U.S. 192 and U.S. 27 intersection.
The purchase price of the property was $400,000 or $.92 per
square foot. The Partnership received a $400,000 appraisal of
the land at the time of acquisition.
Note 4 DISTRIBUTIONS TO PARTNERS:
- ------ --------------------------
Pursuant to the partnership agreement, cash flow generated each
year by the Partnership is to be distributed 99% to the limited
partners and 1% to the general partner. There were no cash flow
distributions during the first three months of 1997.
Pursuant to the partnership agreement, proceeds realized from the
sale of properties, after the establishment of reserves for
future operating costs, are to be distributed at least annually.
There was a distribution to limited partners during the second
quarter of 1997 in the amount of $799,940 relating to the
repayment of the mortgage note described in Note 2 above.
Note 4 RELATED PARTY TRANSACTIONS:
- ------ ---------------------------
The Partnership Agreement provides for the reimbursement to the
general partner of administrative expenses incurred in the
direct operation of the partnership. For the three months ended
March 31, 1997, a total of $ 227 was reimbursed to the general
partner for direct expenses incurred.
7
<PAGE>
When properties are sold, an affiliate of the general partner may
be paid real estate commissions in amounts customarily charged by
others rendering similar services with such commissions plus
commissions paid to nonaffiliated brokers not to exceed 10% of
the gross sales price. No real estate commissions were paid to
the general partner or any affiliate during the three months
ended March 31, 1997.
The general partner is obligated to loan up to $100,000 to the
Partnership during its term to meet working capital requirements.
No such loans were made to the Partnership during the three
months ended March 31, 1997.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
For the three months ended March 31, 1997 total income was
$14,108. This came from interest earned on deposits and short-
term investments and income of Condev Osceola Joint Venture which
earned interest in the mortgage note discussed in Note 2 above.
For the three months ended March 31, 1996, total income was $882.
There were no sales of property during the 1996 or 1997 period.
Expenses for the three months ended March 31, 1997 were $8,715,
primarily professional fees and office expenses, compared to
total expenses of $10,142 for the same period in 1996. The 1996
total expenses included $990 equity in loss of Joint Venture as
compared to income of $13,122 in the first three months of 1997.
Net income for the three months ending March 31, 1997 was $
5,393, compared to a net loss of $9,260 for the comparable period
in 1996.
Total assets increased from $1,876,335 at December 31, 1996 to
$1,881,728 at March 31, 1997. This reflects the net profit for
the quarter, primarily due to earnings of Condev Osceola Joint
Venture. Assets can be expected to decline in the future as
properties are sold and as the mortgage note is repaid and
distributions are made to limited partners.
Liquidity remained at a satisfactory level. Cash and equivalents
decreased slightly from $101,678 at 1996 year-end to $ 93,949 at
March 31, 1997.
PART II
Item 6. EXHIBITS AND REPORTS ON FORM 8-K:
---------------------------------
(A) Exhibits/Index
None
(B) Reports on Form 8-K
There were no reports of Form 8-K for the period ended March 31,
1997.
8
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CONDEV LAND FUND III, LTD.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned.
CONDEV LAND FUND III, LTD.
BY: Condev Associates, General Partner
April 25, 1997 /s/ Robert N. Gardner
- ----------------------- -------------------------------
DATE Robert N. Gardner, Partner
April 25, 1997 /s/ Joseph J. Gardner
- ----------------------- ----------------------------------
DATE Joseph J. Gardner, Partner
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-START> JAN-01-1997 JAN-01-1996
<PERIOD-END> MAR-31-1997 MAR-31-1996
<CASH> 93,949 113,808
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 1,881,728 2,054,801
<CURRENT-LIABILITIES> 0 1,170
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 1,881,728 2,053,631
<TOTAL-LIABILITY-AND-EQUITY> 1,881,728 2,054,801
<SALES> 0 0
<TOTAL-REVENUES> 14,108 882
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 8,715 10,142
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 5,393 (9,260)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 5,393 (9,260)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 5,393 (9,260)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
